Dodd-Frank.com

SEC Updates COVID-19 Reporting Guidance

The SEC’s Division of Corporation Finance (Division) has issued disclosure guidance in the form of CF Disclosure Guidance: Topic No. 9A addressing COVID-19 disclosure considerations regarding operations, liquidity and capital resources. The Guidance supplements CF Disclosure Guidance Topic 9 which provided the Division’s initial views on disclosure and other securities... Read More

Topics: Public Companies and Securities

SEC Charges Alternative Asset Manager with Failing to have Sufficient Policies to Prevent Use of MNPI

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In 2016, Ares Management LLC, a subsidiary of a global alternative asset manager, invested several hundred million dollars in client funds in a portfolio company in the form of debt and equity. Confidentiality provisions in the loan agreement remained in effect between Ares and the portfolio company on a going... Read More

Topics: Investment Advisers, Private Equity, Public Companies and Securities

SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions

The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition... Read More

Topics: M&A, Public Companies and Securities

NYSE Adopts Temporary Rule Modifying Shareholder Approval Requirements for Equity Issuances

The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual.  Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c), accompanied, in certain narrow circumstances, by a limited exception from Sections 312.03(a) and (b) and Section 303A.08. The exception in... Read More

Topics: Public Companies and Securities